FireRock 3620 Avenue C, Product Manual

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FIREPLACE TERMS AND CONDITIONS
KEEP THIS INFORMATION FOR YOUR RECORDS
12. LIMITATION OF LIABILITY TO THE FULLEST EXTENT ALLOWED BY LAW, FIRE ROCK ALSO EXCLUDES FOR ITSELF, MANUFAC-
TURER, ITS SUPPLIERS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS,
ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORY,
FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR FOR THE LOSS OF REVENUE OR
PROFITS, LOSS OF BUSINESS, LOSS OF PROPERTY, OR OTHER FINANCIAL LOSS ARRISING OUT OF OR IN CONSEQUENCE WITH THE
SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE GOODS, EVEN IF SUCH PARTIES
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FIRE ROCK’S AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT OR THE SALE OF THE GOODS, WHETHER ARISING OUT OF OR RELATED TO BREACH
OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID TO FIRE ROCK BY BUYER FOR THE
APPLICABLE GOODS SOLD HEREUNDER.
13. INDEMNIFICATION FIRE ROCK SHALL NOT BE LIABLE FOR AND BUYER AGREES TO INDEMNIFY FIRE ROCK FOR ALL PERSONAL
INJURY, PROPERTY DAMAGE, OR OTHER LIABILITY ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE (INCLUDING GROSS
NEGLIGENCE) OR WILLFUL MISCONDUCT OF BUYER.
14. TERMINATION In addition to any remedies that may be provided under this Agreement, Fire Rock may terminate this Agreement with
immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise
performed or complied with this Agreement, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences
or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
15. CONTROLLING LAW This Agreement and all rights and obligations hereunder shall be governed by, and construed in accordance with,
the laws of the State of Alabama without regard to its conflicts of laws provisions.
16. ARBITRATION; DISPUTE RESOLUTION; PRESERVATION OF FORECLOSURE REMEDIES All disputes, claims or controversies (in-
dividually or collectively, a “Dispute”) between Fire Rock and Buyer arising out of, or relating to, the transactions contemplated by this
Agreement, including without limitation any claim based on or arising from an alleged tort, shall be resolved by binding arbitration in
accordance with Title 9 of the U.S. Code and the Commercial Arbitration Rules of the American Arbitration Association (the ”AAA”), and
judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The Dispute shall be arbitrated
in Birmingham, Alabama. Defenses based on statutes of limitation and similar doctrines shall be applicable in any such proceeding, and the
commencement of an arbitration proceeding under this Agreement shall be deemed the commencement of an action for such purposes.
The arbitrator shall selected in accordance with the Commercial Arbitration Rules of the AAA. The AAA shall designate a panel of ten (10)
potential arbitrators knowledgeable in the subject matter of the Dispute. Each of Fire Rock and Buyer shall designate, within thirty (30)
days of the receipt of the list of potential arbitrators, one of the potential arbitrators to serve, and the two arbitrators so designated shall
select a third arbitrator from the eight remaining candidates. Notwithstanding the foregoing, Fire Rock reserves the right to resolve or bring
any Dispute in the federal courts of the United States of America or the courts of the State of Alabama in each case located in Jefferson
County, and Buyer irrevocably submits to the exclusive jurisdiction of such courts in any such Dispute.
17 WAIVER No waiver of any provision, right or remedy contained in this Agreement is binding on, or effective against, Fire Rock unless
expressly set forth in writing and signed by an authorized representative of Fire Rock. Waiver by Fire Rock of any breach shall be limited
to the specific breach so waived and shall not be construed as a waiver of any subsequent breach.
18. ASSIGNMENT Buyer may not assign this Agreement or any rights or obligations therein without the prior written consent of Fire Rock.
Any attempted assignment in contravention of this Paragraph shall be void. No assignment or delegation relieves Buyer of any of its obli-
gations under this Agreement.
19. TAXES Unless otherwise indicated in this Agreement, Fire Rock’s prices do not include sales, use, excise or other similar taxes. Conse-
quently, in addition to the price specified, the amount of any present or future such tax shall be paid by Buyer, or in lieu thereof, Buyer shall
provide Fire Rock with all tax-exemption certificates required by the taxing authorities, at the time of sale.